U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      Quarterly Report Under Section 13 Or 15 (d) Of the Securities Exchange
         Act Of 1934 For the Quarterly Period Ended September 30, 2000.

[  ]     Transition Report Pursuant To Section 13 or 15 (d) Of the Securities
         Exchange Act of 1934



                         Commission File Number 0-22606

                      BRITTON & KOONTZ CAPITAL CORPORATION

       Mississippi                                               64-0665423
(State of Incorporation)                                       (IRS Employer
                                                            Identification No.)



                   500 Main Street, Natchez, Mississippi 39120

                             Telephone: 601-445-5576

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No. ____

1,752,564 Shares of Common Stock,  Par Value $2.50,  were issued and outstanding
as of October 1, 2000.

Transitional Small Business Disclosure Format:      Yes ______   No       X


<PAGE>



                           BRITTON & KOONTZ CAPITAL CORPORATION

                                 AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

        Item 1.    Financial Statements (Unaudited)

        Consolidated Balance Sheets for September 30, 2000 and December 31, 1999

        Consolidated  Statements  of Income for the Three and Nine Months Ended
        September 30, 2000 and September 30, 1999

        Consolidated Statements of Stockholders' Equity for the Nine Months
        Ended September 30, 2000 and September 30, 1999

        Consolidated Statements of Cash Flows for the Nine Months Ended
        September 30, 2000 and September 30, 1999

        Notes to the Consolidated Financial Statements.



<PAGE>
                                BRITTON & KOONTZ CAPITAL CORPORATION
                           CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                       FOR THE PERIODS ENDED



<TABLE>
<CAPTION>


                              A S S E T S                          September 30,      December 31,
                                                                       2000               1999
<S>                                                              <C>                <C>
                                                                 ----------------   ----------------
 Cash and due from banks:
       Non-interest bearing                                          $ 5,373,062        $ 5,450,435
       Interest bearing                                                  239,093            136,258
                                                                 ----------------   ----------------
              Total cash and due from banks                            5,612,155          5,586,693
 Federal funds sold                                                            -            875,000
 Investment Securities:
       Held-to-maturity (market value, in 2000 and 1999,
           of $54,349,567 and $45,536,865, respectively)              54,791,289         46,553,344
       Available-for-sale (amortized cost, in 2000 and 1999,
           of $4,413,146 and $4,640,428, respectively)                 4,148,565          4,263,618
       Equity securities, cost less equity in unallocated losses         855,884            751,626
       Other equity securities                                         1,587,750          1,197,250
 Loans, less unearned income of $55,024 in 2000 and
           $90,185 in 1999, and allowance for loan losses of
           $1,026,301 in 2000 and $835,576 in 1999                   161,306,902        139,140,966
 Bank premises and equipment, net                                      6,442,791          6,215,852
 Goodwill                                                              1,445,874          1,526,586
 Other real estate, net                                                   58,500            102,719
 Accrued interest receivable                                           2,160,955          1,680,622
 Cash surrender value of life insurance                                  799,993            759,130
 Other assets                                                            465,918            200,446
                                                                 ----------------   ----------------

 TOTAL ASSETS                                                      $ 239,676,576      $ 208,853,852
                                                                 ================   ================

                              LIABILITIES

 Deposits
       Non-interest bearing                                         $ 25,891,627       $ 25,572,145
       Interest bearing                                              155,635,915        140,745,125
                                                                 ----------------   ----------------
              Total deposits                                         181,527,542        166,317,270

 Federal Home Loan Bank advances                                      26,550,000         17,850,000
 Federal funds purchased                                               3,200,000                  -
 Securities sold under repurchase agreements                           3,368,190          1,482,445
 Accrued interest payable                                              1,444,976            891,735
 Negative goodwill, net of accumulated amortization
           of $2,403,991 in 2000 and $2,276,241 in 1999                  656,431            784,181
 Advances from borrowers for taxes and insurance                         373,347            433,908
 Accrued taxes and other liabilities                                   1,306,132            942,572
                                                                 ----------------   ----------------
              Total liabilities                                      218,426,618        188,702,111
                                                                 ----------------   ----------------

                         STOCKHOLDERS' EQUITY

 Common stock - $2.50 par value per share;  12,000,000 shares
           authorized; 1,752,564 and 1,767,064 shares issued and
           outstanding in 2000 and 1999, respectively                  4,417,660          4,417,660
 Additional paid-in capital                                            3,414,927          3,414,927
 Retained earnings                                                    13,844,485         12,559,261
 Accumulated other comprehensive income                                 (169,739)          (240,107)
                                                                 ----------------   ----------------
                                                                      21,507,333         20,151,741
 Cost of 14,500 shares of common stock held by the company              (257,375)                 -
                                                                 ----------------   ----------------
              Total stockholders' equity                              21,249,958         20,151,741

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 239,676,576      $ 208,853,852
                                                                 ================   ================



<PAGE>


              BRITTON & KOONTZ CAPITAL CORPORATION
               CONSOLIDATED STATEMENTS OF INCOME

                                                                Three Months Ended                      Nine Months Ended
                                                                   September 30,                          September 30,
                                                         ---------------------------------    -------------------------------------

                                                              2000              1999                2000                1999
                                                         ---------------   ---------------    -----------------   -----------------

<S>                                                      <C>               <C>                <C>                 <C>

 INTEREST INCOME:
 Interest and fees on loans                                  $3,646,704        $2,921,711         $ 10,177,075         $ 8,219,934
 Interest on investment securities:
     Taxable interest income                                    956,845           660,542            2,782,554           2,042,484
     Exempt from federal taxes                                   94,038            23,942              247,204              70,114
 Interest on federal funds sold                                   1,937               377               14,628              38,242
                                                         ---------------   ---------------    -----------------   -----------------
 Total interest income                                        4,699,524         3,606,572           13,221,461          10,370,774
                                                         ---------------   ---------------    -----------------   -----------------
 INTEREST EXPENSE:
 Interest on deposits                                         1,948,316         1,305,068            5,301,090           3,933,281
 Interest on other borrowed funds                               401,571           147,622              951,515             223,420
 Interest on securities sold under
     repurchase agreements                                       25,603            20,778               55,259              70,125
                                                         --------------    --------------     ----------------    -----------------
 Total interest expense                                       2,375,490         1,473,468            6,307,864           4,226,826
                                                         --------------    --------------     ----------------    -----------------
 NET INTEREST INCOME                                          2,324,034         2,133,104            6,913,597           6,143,948

Provision for loan losses                                        90,000            95,000              250,000             185,000
                                                         ---------------   ---------------    -----------------   -----------------
 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                              2,234,034         2,038,104            6,663,597           5,958,948
                                                         ---------------   ---------------    -----------------   -----------------
 OTHER INCOME:
 Service charges on deposit accounts                            298,414           308,270              855,113             806,001
 Income from fiduciary activities                                18,176            19,336               61,203              58,183
 Insurance premiums and commissions                               7,751             6,044               18,692              20,578
 Gain/(loss) on sale of ORE                                       3,260                 -               42,079             (18,094)
 Gain/(loss) on sale of mortgage loans                           31,301             1,076               51,637              10,897
 Gain/(loss) on sale of securities                                    -                 -                    -               4,385
 Other real estate income                                             -             4,385                    -               3,000
 Amortization of negative goodwill                               40,590            48,980              127,750             154,050
 Equity investee gains/(losses)                                 (78,309)          (37,677)            (145,742)           (119,596)
 Other                                                          132,852           162,932              407,397             448,634
                                                         ---------------   ---------------    -----------------   -----------------
 Total other income                                             454,035           513,346            1,418,129           1,368,038
                                                         ---------------   ---------------    -----------------   -----------------
 OTHER EXPENSES:
 Salaries                                                       828,354           737,671            2,502,927           2,144,811
 Employee benefits                                              135,104           136,150              392,219             315,293
 Director fees                                                   36,540            36,240              109,620             108,720
 Net occupancy expense                                          127,286           106,635              391,252             295,928
 Equipment expenses                                             199,532           172,468              592,991             497,441
 FDIC assessment                                                  9,181             9,770               25,558              29,769
 Stationery and supplies                                         39,512            41,108              133,569             160,987
 Other real estate expense                                          362             1,036                3,590               3,158
 Amortization of goodwill                                        26,904            24,048               80,712              36,672
 Other                                                          415,360           389,007            1,129,794           1,065,100
                                                         ---------------   ---------------    -----------------   -----------------
 Total other expenses                                         1,818,135         1,654,133            5,362,232           4,657,879
                                                         ---------------   ---------------    -----------------   -----------------
 INCOME BEFORE INCOME TAX EXPENSE                               869,934           897,317            2,719,494           2,669,107

 Income tax expense                                             290,029           317,419              907,752             926,726
                                                         ---------------   ---------------    -----------------   -----------------
 NET INCOME                                                   $ 579,905         $ 579,898          $ 1,811,743         $ 1,742,381
                                                         ===============   ===============    =================   =================
 EARNINGS PER SHARE DATA:

 Basic earnings per share                                        $ 0.33            $ 0.33               $ 1.03              $ 0.99
 Basic weighted shares outstanding                            1,752,564         1,767,064            1,757,613           1,767,064

 Diluted earnings per share                                      $ 0.33            $ 0.33               $ 1.03              $ 0.99
 Diluted weighted shares outstanding                          1,752,564         1,767,926            1,757,613           1,767,318




<PAGE>


                                          BRITTON & KOONTZ CAPITAL CORPORATION
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999




                                      Common Stock                                   Accumulated
                                  ----------------------  Additional                    Other                           Total
                                                           Paid-in      Retained     Comprehensive     Treasury      Stockholders'
                                   Shares      Amount      Capital      Earnings       Income           Stock          Equity
                                  --------  ------------ ------------  -----------  --------------  -------------  ---------------

<S>                               <C>       <C>          <C>           <C>          <C>             <C>            <C>

Balance at December 31, 1998      1,767,064 $ 4,417,660  $ 3,414,927   $11,399,263  $     17,333    $         -    $ 19,249,183

 Comprehensive Income:
  Net income                              -           -            -     1,742,381             -                      1,742,381

  Other comprehensive
     income (net of tax):
  Net change in unrealized
     gain/(loss) on securities
     available for sale, net
     of taxes for $121,688                                                              (225,733)                      (225,733)

 Cash dividend declared
     $.30 per share                                                       (530,119)                                    (530,119)

                                  --------- ------------ ------------  -----------  --------------- ------------   ---------------
 Balance at September 30, 1999    1,767,064 $ 4,417,660  $ 3,414,927   $12,611,525  $   (208,400)   $         -    $ 20,235,712
                                  ========= ============ ============  ===========  =============== ============   ===============


 Balance at December 31, 1999     1,767,064 $ 4,417,660  $ 3,414,927   $12,559,261  $   (240,107)   $         -    $ 20,151,741

 Comprehensive Income:
  Net income                              -           -            -     1,811,743             -                      1,811,743

  Other comprehensive
     income (net of tax):
  Net change in unrealized
     gain/(loss) on securities
     available for sale, net
     of taxes for $41,861                                                                 70,368                         70,368

 Cash dividend declared
     $.30 per share                                                       (526,519)                                    (526,519)

 Treasury stock purchased at cost   (14,500)          -            -             -             -       (257,375)       (257,375)

                                  --------- ------------ ------------  ------------ --------------- ------------   ---------------
 Balance at September 30, 2000    1,752,564 $ 4,417,660  $ 3,414,927   $13,844,485  $   (169,739)   $  (257,375)   $ 21,249,958
                                  ========= ============ ============= ============ =============== ============   ===============


<PAGE>


                      BRITTON & KOONTZ CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                                                                             2000             1999
                                                                                        ---------------   -------------
<S>                                                                                     <C>               <C>

 CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                             $    1,811,743    $  1,742,381
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
         Deferred income taxes                                                                 (27,676)       (140,919)
         Provision for loan losses                                                             250,000         185,000
         Provision for depreciation                                                            477,482         401,166
         Stock dividends received                                                              (75,300)        (38,200)
         (Gain)/loss on sale of other real estate                                              (42,079)         18,094
         (Gain)/loss on sale of mortgage loans                                                 (51,637)        (10,897)
         (Gain)/loss on sale of investment securities                                                -          (4,384)
         Amortization/(accretion) of investment security
         premiums (discounts), net                                                             (49,211)         87,160
         Amortization of valuation adjustment on acquired loans                                 16,550          24,800
         Amortization of negative goodwill                                                    (127,750)       (154,050)
         Amortization of goodwill                                                               80,712          60,720
         Equity in investee (gains)/losses                                                     145,742         119,596
         Writedown of other real estate                                                          9,038          15,690
         (Increase)/decrease in accrued interest receivable                                   (480,333)       (229,616)
         (Increase)/decrease in cash surrender value                                           (40,863)        (34,447)
         (Increase)/decrease in other assets                                                  (265,472)        143,219
         (Increase)/decrease in accrued interest payable                                       553,241        (189,650)
         (Increase)/decrease in accrued taxes and other liabilities                            391,236         344,474
                                                                                        ---------------   -------------
         Net cash provided (used) by operating activities                                    2,575,423       2,340,137
                                                                                        ---------------   -------------


 CASH FLOWS FROM INVESTING ACTIVITIES
         (Increase)/decrease in federal funds sold                                             875,000               -
         Proceeds from sales, maturities and paydowns
         of investment securities                                                            3,954,701      14,763,396
         Redemption of FHLB stock                                                               49,000          38,800
         Purchase of FHLB stock                                                               (364,200)              -
         Purchases of investment securities                                                (12,208,015)    (13,982,921)
         (Increase)/decrease in loans                                                      (22,380,849)    (15,883,365)
         Cash and due from banks received in acquisition of branches                                 -      11,271,434
         Proceeds from sale and transfers of other real estate                                  77,261         190,000
         Purchase of premises and equipment                                                   (704,421)     (1,073,104)
                                                                                        ---------------   -------------
         Net cash (provided) used in investing activities                                  (30,701,523)     (4,675,760)
                                                                                        ---------------   -------------


 CASH FLOWS FROM FINANCING ACTIVITIES
         Increase /(decrease) in customer deposits                                           5,210,272      (6,196,737)
         Increase /(decrease) in brokered deposits                                          10,000,000               -
         Increase /(decrease) in securities sold under
         repurchase agreements                                                               1,885,745        (765,388)
         Increase /(decrease) in federal funds purchased                                     3,200,000        (350,000)
         Increase /(decrease) in FHLB advances                                               8,700,000      11,200,000
         Increase /(decrease) in advances from borrowers
         for taxes and insurance                                                               (60,561)        (38,216)
         Acquisition of treasury stock                                                        (257,375)              -
         Cash dividends paid                                                                  (526,519)       (530,119)
                                                                                        ---------------   -------------
         Net cash provided (used) by financing activities                                   28,151,562       3,319,540
                                                                                        ---------------   -------------
 Net Increase/(decrease)  in cash and due from banks                                            25,462         983,917
                                                                                        ---------------   -------------
 Cash and due from banks at beginning of year                                                5,586,693       4,810,627
                                                                                        ---------------   -------------
 Cash and due from banks at end of year                                                 $    5,612,155    $  5,794,544
                                                                                        ===============   =============

<PAGE>


                      BRITTON & KOONTZ CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, (continued)



                                                                                             2000             1999
                                                                                        ---------------   -------------

<S>                                                                                     <C>               <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

         Cash paid during the year for interest                                         $    5,754,623    $  4,293,590
                                                                                        ===============   =============


         Cash paid during the year for income taxes                                     $      892,350    $    913,050
                                                                                        ===============   =============






 ACQUISITION  OF  BRANCHES:

         Loans, net                                                                     $            -    $  1,826,881
         Other branch premises (1)                                                                   -         200,000
         Accrued interest receivable                                                                 -          11,295
         Premises and equipment                                                                      -         785,220
         Goodwill                                                                                    -       1,100,100
         Deposits                                                                                    -     (11,662,141)
         Accrued interest payable                                                                    -         (81,830)

                                                                                        ---------------   -------------

                     Cash and due from banks received in acquisition of branches        $            -    $ (7,820,475)
                                                                                        ===============   =============



 (1)    Other branch  premises  were acquired with the intent of disposition and
        were placed directly into other real estate.


<PAGE>
</TABLE>



               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999


Note 1. Presentation.  The accompanying consolidated balance sheet for Britton &
     Koontz  Capital  Corporation  (the  "Company") as of December 31, 1999, has
     been derived from the audited  financial  statements of the Company for the
     year then ended. The accompanying  consolidated  financial statements as of
     September 30, 2000,  and September 30, 1999,  are unaudited and reflect all
     normal  recurring  adjustments  which,  in the opinion of  management,  are
     necessary  for the fair  presentation  of financial  position and operating
     results  of  the  periods   presented.   Certain  1999  amounts  have  been
     reclassified to conform to the 2000 presentation.

Note 2. Nonperforming  Assets.  Nonperforming  assets  at September 30, 2000 and
     December 31, 1999, were as follows:



<TABLE>
<CAPTION>

                                                                      09/30/00           12/31/99
                                                                      ---------------------------
                                                                        (dollars in thousands)
<S>                                                                  <C>                <C>

         Nonaccrual loans by type
             Real estate                                              $    729           $    373
             Installment                                                    48                 12
             Commercial and all other loans                                  1                 26
                                                                      --------           --------

                Total nonaccrual loans                                     778                411
         Loans past due 90 days or more                                    358                306
                                                                      --------           --------

               Total nonperforming loans                                 1,136                717
         Other real estate owned (net)                                      59                103
                                                                      --------           --------
                Total nonperforming assets                            $  1,195           $    820
                                                                      ========           ========

         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans for sale                                               .70%               .51%
                                                                      ========           ========


</TABLE>

  Allowance for Loan Losses.  The following  table reflects the  transactions in
  the allowance for loan losses for the nine months ended September 30, 2000 and
  1999:


<TABLE>
<CAPTION>

                                                                      09/30/00           09/30/99
                                                                      ---------------------------
                                                                         (dollars in thousands)
<S>                                                                  <C>                <C>


         Balance at beginning of year                                 $    836           $    747

         Provision charged to operations                                   250                185
         Charge offs                                                      (130)               (84)
         Recoveries                                                         70                 18
                                                                      --------           --------

         Net recoveries (charge offs)                                      (60)               (66)
                                                                      --------           --------
         Balance at end of period                                     $  1,026           $    866
                                                                      ========           ========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                                          .63%               .63%
                                                                      ========           ========




</TABLE>



Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This discussion is intended to supplement the consolidated financial statements,
expand on material changes in financial  condition since year end and to compare
the operating  results for the nine months ended September 30, 2000, to the same
period in 1999.
                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

             This  Report  includes  "forward-looking   statements"  within  the
  meaning of Section 27A of the Securities Act of 1933, as amended,  and Section
  21E of the Securities  Exchange Act of 1934, as amended.  Although the Company
  believes that the expectations  reflected in such  forward-looking  statements
  are based on numerous  assumptions  (some of which may prove to be  incorrect)
  and are  subject  to risks and  uncertainties  which  could  cause the  actual
  results to differ materially from the Company's expectations.  Forward-looking
  statements  have  been  and  will  be  made  in  written  documents  and  oral
  presentations  of the  Company.  Such  statements  are  based on  management's
  beliefs as well as assumptions made by and information  currently available to
  management.  When used in the Company's documents or oral  presentations,  the
  words   "anticipate",   "estimate",   "expect",   "objective",   "projection",
  "forecast",   "goal"  and  similar   expressions   are  intended  to  identify
  forward-looking  statements.  In addition to any assumptions and other factors
  referred to specifically in connection with such  forward-looking  statements,
  factors that could cause the  Company's  actual  results to differ  materially
  from those  contemplated  in any  forward-looking  statements  include,  among
  others,  increased  competition,   regulatory  factors,  economic  conditions,
  changing  market  conditions,   availability  or  cost  of  capital,  employee
  workforce  factors,  costs  and  other  effects  of legal  and  administrative
  proceedings,  and changes in federal, state or local legislative requirements.
  The Company  undertakes no obligation to update or revise any  forward-looking
  statements,  whether  as a result of  changes  in actual  results,  changes in
  assumptions or other factors affecting such statements.

             Financial Condition

             Earning Assets. Earning assets averaged $223.9 million in the third
  quarter of 2000, a $44.3  million  (25%)  increase from the third quarter 1999
  average of $179.7  million.  The increase was due to growth in the  investment
  portfolio  (45%) and strong loan growth  (18%) in existing  markets as well as
  the bank's  expanding  presence to  Vicksburg,  Mississippi  and Baton  Rouge,
  Louisiana.  Investment  and loan  growth  has been  funded by an  increase  in
  deposits  and  borrowed  funds along with the  reinvestment  of proceeds  from
  securities paydowns.

             Asset  Quality.  Several  key  measures  are used to  evaluate  and
  monitor  the  Company's   asset   quality.   These   measures   include  total
  delinquencies,  nonaccrual  loans and  other  real  estate  owned by the bank.
  Nonperforming  loans at September 30, 2000 increased  $419 thousand  primarily
  due to increases in nonaccrual  loans and slight increases in loans 90 days or
  more delinquent.  The breakdown of nonperforming  loans at September 30, 2000,
  and December 31, 1999,  respectively,  were nonaccrual  loans of $778 thousand
  and $411  thousand and loans past due ninety days or more of $358 thousand and
  $306 thousand.  The increase in nonaccrual loans was due to foreclosure of one
  local real estate  loan.  An appraisal  made in 1999  indicates no loss to the
  bank. This foreclosure increased nonperforming loans as a percentage of loans,
  net of unearned  income to .70% at  September  30,  2000,  compared to .51% at
  December 31, 1999.

             Allowance for Possible Loan Losses. The allowance for possible loan
  losses was increased to $1.026 million at September 30, 2000, compared to $866
  thousand at September  30, 1999.  The ratio of the allowance for possible loan
  losses to loans,  net of  unearned  income and loans  held for sale,  remained
  stable at .63% at  September  30,  2000.  The  Company  regularly  reviews the
  reserve for possible loan losses to maintain an adequate  level to absorb loan
  losses  that  may  be  inherent  in  the  portfolio.  The  bank's  1-4  family
  residential  first mortgage  loans  represent  approximately  50% of the total
  portfolio  with very little history of loss.  Therefore,  management is of the
  opinion  that the  provision  is  adequate at  September  30,  2000.  The bank
  reported  net  chargeoffs  for the first nine  months of 2000 of $60  thousand
  compared to $66 thousand for the same period in 1999.

             Other Real Estate.  Other real estate  decreased to $59 thousand at
  September 30, 2000,  from $103 thousand at December 31, 1999,  due to the sale
  of one piece of property.

             Securities.  Securities primarily consist of mortgage-backed,  U.S.
  government  agencies  and  municipal  securities.  Management  determines  the
  classification of its securities at acquisition. Securities that are deemed to
  be held to maturity are  accounted  for by the  amortized  cost method.  These
  securities  increased  $8.2 million to $54.8 million at September 30, 2000, as
  compared to $46.6 million at December 31, 1999.  The Company from time to time
  will  purchase   securities  and  hold  them  as  available  for  sale.  These
  securities,  which are marked to market, amounted to $4.1 million at September
  30, 2000. Equity  securities at September 30, 2000,  consists of the Company's
  investment in Sumx Inc. which  increased $104 thousand  during the nine months
  ended  September 30, 2000.  This increase in made up of equity losses recorded
  by the  Company  during  this  period  of  $146  thousand  and  an  additional
  investment of $250  thousand.  Other equity  securities,  comprised of Federal
  Reserve  Bank  stock of $239  thousand,  Federal  Home Loan Bank stock of $1.3
  million,  increased  $391 thousand due primarily to the purchase of additional
  stock in the Federal Home Loan Bank.

             Liquidity. Principal sources of liquidity for the Company are asset
  cash flows,  customer  deposits and the ability to borrow  against  investment
  securities and loans.  The Company's cash and cash  equivalents  decreased $25
  thousand to $5.6 million at September 30, 2000. Cash provided by operating and
  financing   activities   increased   by  $2.6   million  and  $28.2   million,
  respectively, while investing activities used $30.7 million.

             Deposits.  Deposits  increased to $181.5  million at September  30,
  2000 compared to $166.3  million at December 31, 1999, due to $10.0 million in
  Brokered  CD's and $5.2  million  from  national  markets  and local  customer
  deposits.

             Capital.  Shareholders'  equity  totaled $21.2 million at September
  30, 2000, compared to $20.2 million a year earlier.  The increase is primarily
  the result of net income  over the most recent  twelve  months  totaling  $2.3
  million  offset by $1.4 million in dividends  declared on common stock and the
  repurchase  of 14,500 shares of common stock at an average price of $17.75 per
  share.  The ratio of  Shareholders'  equity to  assets  decreased  to 8.87% at
  September 30, 2000 compared to 10.31% at September 30, 1999,  due to growth in
  total assets.  The Company  maintained a total capital to risk weighted assets
  ratio of 14.10%,  a Tier 1 capital to risk weighted assets ratio of 13.41% and
  a leverage  ratio of 8.40%.  These  levels  substantially  exceed the  minimum
  requirements of the regulatory agencies for  well-capitalized  institutions of
  10.00%, 6.00% and 5.00% respectively.

             Results of Operations

             First nine months of 2000 compared to the first nine months of 1999

             Analysis of Net Income.  Net income  increased to $1.812 million or
  $1.03 per share from  $1.742  million or $.99 per share.  This  increase  came
  about even though the Company  expensed $40 thousand  during the third quarter
  associated  with the proposed  acquisition  of Louisiana Bank and Trust, a $42
  million bank in Baton Rouge,  La. The Company's  previous efforts to modernize
  facilities and update  computer  operations are being reflected in higher than
  normal  equipment  and  occupancy  expenses.  During this period of  increased
  expenses,  the bank's  core  income  comprised  of service  charges on deposit
  accounts,  internet fees and other retail service fees,  remains high. Returns
  on average  assets and  average  equity for the first nine months of 2000 were
  1.06% and 11.63%, respectively.

             Analysis of Net Interest Income. Net interest income increased $770
  thousand or 12.5% to $6.9 million for the period ended September 30, 2000, due
  to a 22% growth in average  earning assets offset by a 27% increase in average
  costing liabilities.  $759 thousand of the increase in net interest income was
  the result of volume increases with the remainder coming from slight increases
  in rates.  Interest  income  increased  $2.9  million or 27%  primarily on the
  strength of a 19% increase in average  loan volumes  along with a 38% increase
  in the banks investment portfolio from leverage strategies.

             Provision for Loan Losses.  The Company increased the provision for
  loan loss expense to $250  thousand  during the current year  compared to $185
  thousand in 1999, in an effort to keep pace with the growing loan portfolio.

             Non-Interest  Income.  Non-interest  income  increased  4% to  $1.4
  million due to growth in service  charges on deposit  accounts,  Internet fees
  and gains from sales of mortgage loans. The bank also sold property previously
  held in other real estate for a gain of $42 thousand.

             Non-Interest  Expense.  Non-interest  expense increased 15% or $704
  thousand to $5.4 million for the nine-month  period ended  September 30, 2000.
  Salaries  and  employee  benefits  accounted  for more than  one-third  of the
  increase.  Equipment and occupancy expense  increased $190 thousand  primarily
  due to the addition of two new branches.

             Pretax Income.  The combination of all the above factors produced a
  2% increase in pretax  income to $2.72  million  compared to $2.67 million for
  the same period in the previous year.

             Income Taxes.  Income taxes decreased to $908 thousand for the nine
  months ended September 30, 2000, from $927 thousand for same period last year.

  PART II.  OTHER INFORMATION

  Item 1.    Legal Proceedings

             None

  Item 2.    Changes in Securities

             None

  Item 3.    Defaults upon Senior Securities

             None

  Item 4.    Submission of Matters to a Vote of Security Holders

             None

  Item 5.    Other Information

             None

  Item 6.    Exhibits and Reports on Form 8-K


(a)      Exhibits

                                  EXHIBIT INDEX

Exhibit                        Description of Exhibit

   3.1    Restated  Articles  of  Incorporation  of  Britton  &  Koontz  Capital
          Corporation,  incorporated by reference to Exhibit 4.1 to Registrant's
          Registration Statement on Form S-8, Registration No. 333-20631,  filed
          with the Commission on January 29, 1997.

   3.2    By-Laws  of  Britton & Koontz  Capital  Corporation,  as  amended  and
          restated,  incorporated  by reference  to Exhibit 3.2 to  Registrant's
          Annual  Report on Form 10-KSB filed with the  Commission  on March 30,
          1998.

   4.1    Certain  provisions  defining the rights of Shareholders  are found in
          the Articles of Incorporation  and By-Laws of Britton & Koontz Capital
          Corporation. See Exhibits 3.1 and 3.2 above.

   4.2    Shareholder  Rights  Agreement  dated June 1, 1996  between  Britton &
          Koontz Capital  Corporation  and Britton & Koontz First National Bank,
          as  Rights  Agent,   incorporated  by  reference  to  Exhibit  4.3  to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

  10.01   Employment  Agreement  dated  December  31,  1996,  between  Britton &
          Koontz  Capital  Corporation  and  W.  Page  Ogden,   incorporated  by
          reference to Exhibit 10.1 to Registrant's Annual Report on Form 10-KSB
          filed with the Commission on March 28, 1997.

  10.02   Employment  Agreement  dated  December  31,  1996,  between  Britton &
          Koontz Capital Corporation and Bazile R. Lanneau, Jr., incorporated by
          reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-KSB
          filed with the Commission on March 28, 1997.

  10.03   Employment  Agreement  dated  December  31,  1998,  between  Britton &
          Koontz  Capital  Corporation  and  James  J.  Cole,   incorporated  by
          reference  to  Exhibit  10.03 to  Registrant's  Annual  Report on Form
          10-KSB filed with the Commission on March 30, 1999.

  10.04   Salary  Continuation Plan Agreements dated September 26, 1994, between
          Britton & Koontz  Capital  Corporation  and W. Page  Ogden,  Bazile R.
          Lanneau,  Jr. and James J. Cole,  incorporated by reference to Exhibit
          10 to  Registrant's  Current  Report  on Form  10-KSB  filed  with the
          Commission on November 14, 1994.

  10.05   System  Purchase  Agreement dated January 22, 1996 between the Britton
          & Koontz First National Bank and InterBank Systems, Inc., incorporated
          by  reference to Exhibit 10.5 to  Registrant's  Annual  Report on Form
          10-KSB filed with the  Commission on March 29, 1996 and Form 10-KSB/A,
          Amendment Number 1, filed with the Commission on June 14, 1996.

  10.06   Independent  Contractor  Agreement  dated  January 22,  1996,  between
          Interbank  Systems,  Inc. and Summit Research,  Inc.,  incorporated by
          reference  to  Exhibit  10.6 to  Registrant's  Annual  Report  on Form
          10-KSB/A,  Amendment  Number 1, filed with the  Commission on June 14,
          1996.

  10.07   Britton & Koontz Capital Corporation Long-Term Incentive  Compensation
          Plan and  Amendment,  incorporated  by  reference  to  Exhibit  4.4 to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

  10.09   Stock  Purchase  Agreement  dated  December 3, 1998,  among  Britton &
          Koontz Capital Corporation and Sumx, Inc. incorporated by reference to
          Exhibit 10.09 to Registrant's  Annual Report on Form 10-KSB filed with
          the Commission on March 30, 1999.

  10.10   Investor  Rights  Agreement  dated  December 3, 1998,  among Britton &
          Koontz Capital Corporation,  Summit Research, Inc., Bazile R. Lanneau,
          Jr. and Sumx,  Inc.  incorporated  by  reference  to Exhibit  10.10 to
          Registrant's Annual Report on Form 10-KSB filed with the Commission on
          March 30, 1999.

  10.11   Voting  Agreement  dated  December  3,  1998,  among  Britton & Koontz
          Capital Corporation,  Summit Research, Inc. and Bazile R. Lanneau, Jr.
          incorporated  by reference  to Exhibit  10.11 to  Registrant's  Annual
          Report on Form 10-KSB filed with the Commission on March 30, 1999.

  10.12   Management  Service  Agreement dated December 3, 1998, among Britton &
          Koontz  Capital  Corporation,  Sumx,  Inc. and Bazile R. Lanneau,  Jr.
          incorporated  by reference  to Exhibit  10.12 to  Registrant's  Annual
          Report on Form 10-KSB filed with the Commission on March 30, 1999.

  11      Statement, re: computation of per share earnings

  27      Financial Data Schedule


(b)      Reports on Form 8-K

  The  Company  filed a report on Form 8-K,  dated  August  3,  2000,  reporting
earnings for the second quarter ended June 30, 2000.

  The Company filed a report on Form 8-K, dated August 28, 2000, to announce the
  merger with Louisiana Bancshares, a Louisiana bank holding company.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
     registrant  has duly  caused  this report to be signed on its behalf by the
     undersigned thereto duly authorized.

                                     BRITTON & KOONTZ CAPITAL CORPORATION




 November 14, 2000                   /s/ W. Page Ogden
                                     ____________________________________
                                     W. Page Ogden
                                     President and Chief Executive Office




 November 14, 2000                   /s/ Bazile R. Lanneau, Jr.
                                     ____________________________________
                                     Bazile R. Lanneau, Jr.
                                     Vice President and Chief Financial Officer